Unexpected
by muaaimoi
Summary: Max and Caroline meet a year before her fathers ponzi scheme is exposed at the ball. There are clear benefits to this.
1. Chapter 1

**Unexpected**

**By: muaaimoi**

She can't believe the humiliation.

Caroline had walked into the Charity Ball like the Queen she knew herself to be. Head held high, shoulders back, and a dress that cost more than some prime New York real estate. She is ready to wow William, and leave the ball with an equally wealthy and gorgeous boyfriend. She hadn't realized she wouldn't be the only one with that plan. Stupid Alexa Walker had recognized her as competition and gone as far as to spill wine on her dress. In front of _everyone_. It had taken everything Caroline had not to lunge at her and make a scene. Instead she'd grabbed one of the servers near her and dragged her with her into the bathroom.

"Please tell me you know how to get wine out of this?" She hisses at the server, half begging.

"Red wine?" The girl asks, arching an eyebrow.

"Well it's sure as hell not white!" Caroline snaps.

The girl nodded knowingly."I gotcha. But I expect to be compensated for my services."

"I'll give you five hundred dollars if you can get the stain out."Caroline proposes. This is the perfect dress. There is nothing in her closet that fits the occasion better. She spent two weeks ensuring that was the case.

"Will you double that if I spill some wine 'accidentally' on that red head?" The server counter offered with a sly smirk across her rouge colored lips. Caroline was immediately hit with wonderful images of Alexa's freckled face going splotchy with rage.

"Deal." She was quick to confirm.

"I'll be right back." The server assured her with a wicked smile.

Caroline hid in a stall as she waited. Roughly ten minutes later she felt a rap on the door. She opened it to find herself splashed yet again, with what smelled like vinegar this time. She gaped at the girl in front of her. The server seemed unimpressed.

"Come on blondie, off with the dress, I need to scrape it with backing soda real quick and then wash it off."She explained.

"But I don't have anything else to wear!" Caroline hissed.

"Then you'd better close the door unless you want anyone that wanders in to see you naked." The 'obviously' wasn't said, but rather heavily implied.

"How are you even planning to dry it?" Caroline demanded.

"It's called the hand drier and it wouldn't be the first time." The server said."Now hurry up blondie, some of us haven't got all night."

Caroline closed the door, stripping quickly. She handed her dress over the stalls door, she'd never been half naked in a bathroom stall before, and it wasn't an experience she planned to repeat. It stung, just a little less than her recent public humiliation."My name's not blondie by the way. It's Caroline, Caroline Channing."

"Yeah, whatever"Was the irreverent reply.

"How do you even know if the backing soda works?"She asked.

"Mom was a messy drunk." The server replied."She used to spill everything, from cheap vodka to five dollar bottles of wine. I learned to get alcohol stains out of everything."

Caroline found herself dully impressed. She startled slightly when the hand drier turned on.

"Those things are microbe cesspits you know." She informed the other girl with a huff. Hadn't her poor ball gown suffered enough.

"Poor people have strong immune systems."She was immediately sassed."We have to, since we can't afford doctors."

Caroline focused on her shoes. Forcefully reminding herself that she wasn't at fault because others weren't as well off as herself. She did plenty of charity work and tried to give back. At least the other girl had a mother, even if she had been a drunk.

The hand drier finally went off, and the server passed her the dress. Caroline inspected it, it felt a little damp, but nothing that showed, and she couldn't see an inch of the stain.

"Great job."She praised, surprised. Part of her hadn't really expected the other girl to succeed.

"I know. With me you're totally getting your moneys worth. Now come on, we still have my favorite part coming up."

Caroline beamed, opening the door, she'd been looking forward tot his part too."She's wearing that pale pink monstrosity. Make sure it really shows."

The server absently twirled one of her curls with yet another wicked smile,"your wish is my command."

They walked out of the bathroom together, the server breaking of in search of a serving tray with red wine. She couldn't wait.

Not that she had forgotten her true aims for the evening. Especially when she ran into William.

"Caroline." He said, with one of his movie star smiles."I thought someone spilled wine on your dress."

She tucked a stray strand of hair behind her ear with a coy smile."It looked worse than it was."

William racked his eyes over her dress, clear desire in them, just as planned. It was the perfect dress, royal blue, Williams favorite color, and emphasized her every curve."I can see that. You look stunning."

Just then a gasp spread through the crowd around them along with the tail end of a shriek. Caroline turned to find Alexa covered in red wine, the server trying and failing to hide a smile.

"You stupid bitch." Alexa screamed,"I'm going to get you fired for this!"

The server shrugged,"Accident's happen lady. Maybe you have bad Karma."

It took everything Caroline had not let a big goofy grin escape at that. She just barely succeeded.

"I can't believe she made such a scene." William tutted.

Caroline smirked."I guess not everyone can handle accident's with style and grace."

"Clearly." William affirmed, giving her another heated look."Would you like to share a limo with me tonight Caroline?"

She smiled seductively, dropping her voice to a suggestive whisper."Clearly."

"I'll go inform my driver." William said, giving her hand a lingering press of his lips.

Caroline smiled, looking around for the girl that had helped her. She found her looking right back at her by a corner, wondered briefly if she realized what her exchange with William meant, before deciding she didn't care and heading over.

"Well someones getting laid tonight." The server commented with a sardonic smirk, confirming her suspicions. Caroline matched it with a self satisfied version of her own. William wasn't anything to be ashamed of.

"Thank you so much for your help tonight." Caroline said, utterly heartfelt. The other girl had certainly gone above and beyond the call of duty.

"Hey, I got to splash two rich girls and I even got paid for it. Best. Night. Ever."

"What's your name anyway?" She felt kind of bad she hadn't asked for it before.

Caroline was treated to another wicked smile."Max, Max Black."

Caroline pulled out her checkbook and signed a check for five thousand dollars. She ripped it out and handed it over with an impish grin. It widened as Max gaped at the check, eyes so big they looked ready to jump out of their sockets.

"Max Black." She repeated."I'll remember that."

**x**

**Welp, I promised you guys multichapter story, so here it goes. Obviously they have a few other run-ins before they become friends, and then more. Pretty slow burn for me, so im thinking about ten chapters? I guess we'll see. I've also decided to make the next installation on the Speed Bump verse multichapter. Since you guys seem to want more of that. It should make it easier to just keep adding on. Please let me know what you think.**


	2. Chapter 2

**Unexpected**

**By: muaaimoi**

Most of the time Max doesn't really mind baby sitting the twins.

In her secret heart of hearts Max really likes kids. They're adorable, and babies are extra awesome because they haven't even learned to speak yet, but they still giggle and laugh when you play with them. It's fun, like with puppies, or cats. The twins, being newborns, don't do much but cry and poop. But they are still cute. And there is something about staring into the sleepy eyes of a newborn that's magical. Like they know every secret in the universe, and don't speak because secrets are meant to be kept. Or something like that. Max isn't terribly poetic.

Peach though, Peach she does mind. The woman is an idiot. She's not particularly malicious or anything, but Max is sure the twins would be dead if Peach didn't have the money she's constantly throwing around. She wonders about it sometimes. The twins will never go hungry, they will never wan't for anything that isn't their parent's affection. Max had at least received that. Every once in a while, on the rare occasion her mother was sober. And presumably as a baby since she'd actually survived her childhood.

She wonders if everyone is meant to be poor in someway. If maybe, no matter what you do have, it's never enough in the face of what you lack.

Fuck if she knows. She's been having deep thoughts lately. Ever since those five thousand dollars magically appeared in her bank account. She's kind of amazed at herself actually. She hasn't touched them. Can't really believe that something good has actually happened to her. Call her paranoid, but Max is waiting for the other shoe to drop. She's been half expecting to get hit by a car, or get appendicitis, something. Just-something terrible that will put her bank account back into the negatives.

She thinks it might finally happen when Peach decides to show off her newborns to her friends in central park, heedless of Max's warnings that babies that young can't actually do anything. Inevitably the babies sleep when they get there, Max is half expecting to get fired. Peach get's huffy and ignores them in favor of speaking to some of her high society friends instead. Most of them have foisted their spawn off on to sitters and are free to gossip, or whatever it is that high society chicks do when they gather en mass at the park. Max wouldn't know. She just makes sure that the twins are bundled up well, and watches the pigeons. It's not terribly interesting, but she's had worse afternoons. At least she get's to sit on the bench, sitting is something you come to appreciate once you've been a waitress long enough. The profession tends to be murder on your feet.

Two hours tick by. One of the twins needs a quick diaper change, but is easily lulled back to sleep. The other nannies briefly catch her attention, but one of them is kinda old and looks like she only speaks Spanish. Two have been having a very involved conversation in Russian, they'd asked her something, but Max isn't fluent, so they'd ignored her once it'd been established that she wasn't one of them. The last one has been texting on her phone, looking increasingly distressed as time went on. Eventually the Russian chicks left with their bosses, and the old Spanish lady had trailed after her high society chick soon after. Until it was just the texting girl and Max left on the benches. She wonders what they can possibly be talking about. At least until she looks over and realizes that Peach is gone. She stares incredulously around her before she accepts that yes, Peach has ditched them at the park. She sighs, checking her phone for any text messages. Hoping there's at least some instructions about what she's expected to do with the children.

There's nothing. Zilch. Nada.

That's when texting girl bursts into tears. It's just in time for her boss to arrive on her scene. How the woman manages to ignore the gross sobbing, Max will never know. She watches, fascinated, as the woman snatches what is presumably her child from the crying nanny and presents her to a rather familiar looking blonde.

"Caroline, this is Eliza, isn't she pretty?" The redhead enthuses.

"Beautiful." Caroline agrees, and it is definitely her blonde benefactor from the ball, what are the chances? The woman quickly deposits her spawn into Caroline's arms. Caroline almost drops the baby twice before getting a decent grip on her middle. Max bites back a laugh. Not terribly surprised the redhead isn't worried about her babies health and that she's busy talking about how terrible the pregnancy was. And how it took forever to get the really good drugs.

The crying sitter's phone gives a chirp, her eyes immediately zeroing in on the screen. Her face crumples impossible further and she wails. Loud, miserable, and startling. Her screaming wakes the twins and Max has actual work to do. She starts rocking the carriers and shushing them. She looks up just in time to see her take off running.

"Marissa! Get back here!" The redheaded woman screams, and get this, takes off running after her. Screeching,"Come back here or you're fired!"

Max looks back at Caroline. She's holding the kid under the armpits. As far away from her body as possible while still holding her. Like she thinks the kids sick and contagious or something. She looks a little pole axed. Like she's having trouble wrapping her head around what just happened. She's obviously never delt with kids before.

A familiar smell begins emanating from from Eliza's diaper. Caroline shoots the child a horrified look as her nose scrunches up and she begins to fuss.

"Help me." She hisses at Max. She sounds terrified. Max can't quite bite back a grin. It's pretty funny.

"Hands are pretty full over here."Max says, as she is rocking the twins. Eliza is not the only baby being fussy."Want me to talk you through it?"

"You're the nanny, right? Come here and nanny Eliza! She needs it" Caroline is still whispering. Her freaking out is still hilarious.

"Two kids I can handle,"Max says,"Three might be a little much."

"Name your price."Caroline says once Eliza starts squirming and crying in earnest."Just please help me Max."

She's surprised Caroline remembered her name. And quite happy at the prospect of the extra cash. If Caroline had given her five thousand for spilling wine on an enemy, she's pretty sure she can score double that just cuz changing a kid involves poop.

"Come here and rock the twins, they're almost asleep." Max says, because it's not the twins fault that she's greedy.

Caroline ushers Eliza into her arms with a relieved expression better suited to people who've just dodged bullets. The run away nanny had taken her diaper bag with her, but Max has her own supplies. She has Eliza changed, and soothed within five minutes. She seems like an easy going kid, a few months older than the twins. Max coo's at her softly and Caroline watches her like she's just performed a magic trick.

"You can stop rocking now."Max informs her,"The twins are asleep."

Caroline does her one better and pulls out her check book.

"You're an amazing nanny."Caroline says, earnest, and hands her a check for ten thousand dollars.

Seems like Max had been right. Double what she got last time exactly.

"Help me take her home?"Caroline asks hopefully.

Max can't tear her eyes away from the check."We have to drop the twins off first."

**x**

**Chapter two :) Really hope you guys like this, thanks so much for you guys that review! It really helps inspire me to write!**


	3. Chapter 3

**Unexpected**

**By: muaaimoi**

Caroline doesn't know what she's doing at a rave.

Doesn't know what she's doing in the seedy Brooklyn warehouse full of drug addicts and wasted people. And to think, the evening had begun with such promise. William had wanted to introduce her to some of his friends. They'd had some art exhibit at a classy gallery in Manhattan, she'd enjoyed the chance to support such a talented artist. Enjoyed the fine wine and better company. She'd felt completely at home in her designer dress and shoes. She'd always loved a good party.

It seemed like a great idea to hitch a ride on his friends limo to yet another party. She hadn't wanted the night to end.

Now all she could do was regret the decision to come. Regret leaving her purse in the car. Regret ignoring that the music was so loud, and that they had to be in the bad part of town. Regret losing sight of William and his friends. But most of all she regretted leaving the place when it started giving her a headache. She simply wasn't made for withstanding tacky flash effects. She takes off before her headache graduates into a migraine. She hates those, and she doesn't have any medicine on her. She just needs to get home.

Of course that's when it starts to rain. When Caroline has no idea where she is, and can't spot any shelter. It's like the day from hell, and there is no end in sight. But she is Caroline Channing, she is not about to be defeated by some unfortunate weather and a little bad luck. Thunder roars over head and she has to acknowledge that okay, it's quite a lot of bad luck. It's like the sky is pouring an ocean down on her. The sheer amount of water is sudden and distressing.

By the time she finds herself somewhere vaguely commercial she's drenched down to the bone. Designer dress and all. She feels like an icicle. And it's with trembling fingers that she tries to push the doors to the first business she sees open. She finds it closed. The door doesn't budge, and the red closed sign she finally sees mocks her. She's too cold to be properly outraged. Instead she rushes to the next door. Finding that closed as well. She works her way down the street and not one business is open.

Caroline can't believe this shit.

She spots someone a few feet away. It's mostly blurred, but she's pretty sure the mass is a person. Caroline sees them make a beeline to the store front she'd just tried and opens her mouth to warn them that it's closed. Which is why it stays open when the blur disappears into the store. Caroline runs after it, calling after the person to please wait and hold the door.

Stepping through the door feels heavenly. Without the water beating steadily on her skin shivering actually gives her some warmth. Caroline wraps her arms tightly around herself and gives her savior a heartfelt thanks. That's when the familiarity registers.

"Max?"Caroline gapes. Because one is an incident, twice is a coincidence, but three times is a pattern. And this is the third time the other girl has inadvertently come to her rescue.

"Caroline?"Max asks back, clearly as surprised as she is. There is an awkward moment where they stare at each other like idiots before Caroline smiles. She doesn't care that the odds are a million to one. She's just so glad Max helped her out of her latest jam. Max seems especially suited to it. Her own personal knight in shining armor.

"Man am I glad to see you!"

Max wrings some water from her hair, prompting Caroline to squeeze her own blonde hair, and laughs."Lucky you I let a friend of mine talk me into coming to a rave nearby."

"Bad lighting, worse music, and lots of vomit on the floor?"

Max grins at her,"It's like you're psychic, how'd you know?"

Caroline makes a face,"I was there."

Max breaks into laughter again,"I didn't really think it was your scene princess."

"My boyfriend's friends have bad taste."She sighs,"Then I went and lost them, got a headache, decided to leave. Realized I left my purse in the limo and then it started to rain...And here we are."

"Sounds like someone had a bad day."Max says, there's a glaring lack of sympathy. Caroline considers getting angry before she remembers that she's rich and Max...isn't. For all she knows her terrible day sounds like just another weekend to Max. They are both seeking shelter from the rain in the same store, after all.

Speaking of,"How'd you get the door to open?"

"Field trip with my moms boyfriend." Max says, making no sense at all, before clarifying,"He took me to rob a few shops back in the day. I picked up a few things." She winks.

Caroline considers that she is currently consorting with someone who engaged in criminal activity at a young age and doesn't know what to do with that. Decides that she's better off getting home as soon as possible. She can make an informed decision when she gets home. She'll make a few calls, have Max investigated. It's not often she decides to be friends with someone of a lower social standing, and she'd feel a lot better about it once she has confirmation that Max isn't a current criminal.

"Can you please call us a cab? I don't have my phone, or any cash, but if you give me your number we both know I'll pay you back and then some."

"You are good like that."Max acknowledges, reaching into her pocket.

"Oh my god is that a flip phone?"

"So what if it is? What's wrong with it." Max crosses her arms defensively and Caroline realizes she's being offensive. She can't help it though. A flip phone of all things!

"Nothing. It's just that it's like seeing a dinosaur. No one uses those anymore, it's all about touch screens now."

"This works just fine."Max says curtly, and Caroline mentally adds a few thousand to the check she plans to present Max with. She's never been above bribing people to like her, after all. Why start now? They wait in silence. It stretches oddly, becoming uncomfortable. Caroline decides to break it,"So what did you invest the money I gave you in?"

"Invest?"Max sounds completely baffled.

There's a honk outside that signals the presence of her cab. Caroline smiles as she gets on, adjusting her plans for their future friendship. She's always liked challenging projects, and helping Max financially is bound to be a dozy.

**Snobby Caroline is actually pretty fun to write! Hope you guys like it :) Also let me know if there's something you'd like to see, I'll see what I can do about it. Thanks so much to those of you taking the time to drop me a line. You're amazing :)**


	4. Chapter 4

**Unexpected**

**By: muaaimoi**

Max gets picked up by a town-car. It's old fashioned, clearly expensive as hell. A reminder she hadn't needed of Caroline Channing's status as a rich princess. A really, really rich princess. Max gapes at her building for a little bit. She feels like the very air is expensive, somehow. Like she's breathing fancy oxygen that probably costs more than the most expensive thing she'd ever owned in her life. She has no idea what she is doing here. But Caroline will probably give her money, and Max can always use the cash.

She'd gone a little crazy with the money in her bank account. She'd brought her dream oven. Then panicked and tried to be responsible with the rest. She'd actually paid her student loans. And now, there's still money left, and sure it's some grade A weed, and some rocking clothes if she wants it, but she's trying not to totally blow all of it. It's just that she actually doesn't know what you're supposed to do with money you aren't spending. She's lived paycheck to paycheck her entire life. Savings are a foreign concept. Something she heard that people are supposed to have, but doesn't actually apply to herself. Like caring family members, or taxes.

Caroline's question about 'investments' seemed promising, but Max doesn't understand why the blonde would really help her. She'd helped her out of a few tight spots and all, but rich people weren't exactly known for caring about the lower class. It wasn't exactly like Max had done it out of the goodness of her heart either, or even for free for that matter. What exactly would she get out of helping Max of all people? She wasn't exactly quality charity material, she partied too hard, and slept around too much. Max wasn't even pretty, although her rack was pretty legendary.

"Hello, Max."Caroline said, startling Max out her introspection.

"Caroline."Max acknowledged, hoping her nerves weren't shining through. If she had felt inadequate before, the feeling was only increased by how perfect Caroline looked. Like she'd just walked out of a photo shoot for rich fashionistas. Hell, for all Max knew, she probably had.

"Would you like a tour?"Caroline offers-gesturing casually to the place. Like her couch alone probably didn't cost more than all of Max's internal organs on the black market.

"Not really."Max answered, because she couldn't help herself. She didn't feel comfortable surrounded by so much luxury, especially not when she barely understood the reason she had been invited. Couldn't Caroline just give her a check so she could go? Just like she had the first few times Max had met her, she hadn't realized how much she appreciated the curtness of their transactions.

She's unprepared to have Caroline smirk,"That's because you haven't seen my closet yet."

With that Caroline turns and starts walking away. Max hesitates for a moment and follows. She is unprepared for the wonderland that Caroline calls her closet. It's all she can do to walk around and double take every few seconds. And she almost faints once Caroline's shoes start rotating. They're all so beautiful. Max is a woman after all, appreciation for designer footwear is hardwired into her DNA somewhere. That's when she spots the tub.

"You have a bathtub in your closet?"Max feels faint by the sheer indulgence of it. There's a clear complicated looking film of rubber running across the bottom of it and she just knows that it probably has a massage setting. Rich people have all the best toys.

Caroline beams,"It double's as a hot-tub."

Max begins to strip.

"What are you doing?"Caroline demands.

"I need to get in there."Max explains, unashamed. It's probably the only chance she'll get-if Caroline doesn't kick her out first that it, but she is going to hate herself forever if she doesn't take a shot at getting in there.

She's surprised when Caroline laughs, turning around to give her some privacy,"You're something else. Make sure you use the bubble bath so I don't see more of you than I want to."

The tub does vibrate, the bubble setting make'jets of water hit her in places that felt like their sole purpose in life was to be hit by jets of water. So the thought wasn't terribly coherent, but whatever. Max felt amazing. She'd had orgasms that didn't feel as awesome as the tub did. By the time Caroline turns back around she is totally blissed out.

"I am moving into your closet. This tub is my home now."She announces with a throaty groan.

Caroline laughs some more, she does not seem to think Max is serious- Max is completely serious."You will only drag me out of here as a soggy corpse."

"That's what the cleaning ladies are for."Caroline replied with a snobby sniff. Max couldn't bite back her giggle at the other girl's expression.

"You look like someone crapped on your shoes."She informs the other girl.

"I did pick that look up from my grandmother."Caroline shrugs,"Now onto business. What have you done with the money I gave you so far?"

Max settles easily into the interrogation, she barely notices that Caroline has produced a clipboard from somewhere and is apparently writing stuff about whatever she's asking Max down. She doesn't pay a lot of attention to the questions. She figures the longer she talks the longer she gets to stay in the tub. Caroline could ask her for her first born and Max would happily offer it up in exchange for even partial custody of the tub/Jacuzzi hybrid. She's fairly certain she's just been introduced to the love of her life.

She's pretty sure over an hour has passed once Caroline hands her a robe. Max stalls like a pro-anything for just a little more time in the magical tub.

"Why does nothing that causes me joy lasts?"She asks the universe at large. Standing up, she attempts to cinch the robe tightly enough so her boobs don't decide to open it again.

"Because you're incredibly financially irresponsible?" Caroline offers, watching her efforts with an amused smile.

Max wrinkles her nose in thought,"Nah-that can't be it." She's finally getting out when the robe looses against her cleavage and starts gaping open at the top, she's distracted by putting her girls away, and forgets her feet are wet. Caroline watches it all happen, but she doesn't manage to move back fast enough when Max trips and falls into the other girl. They land in the worst way possible.

More specifically-her lips land on Caroline's. Panic paralyzes her, what exactly is the etiquette for accidentally kissing your hosts? That would be the lone etiquette rule Max would now have liked to have known about. The heiress is completely pink when they both unfreeze enough to pull back. She presses an envelope into Max's hands, mutters something about sending a maid to escort her out, and takes off like Max has just revealed she's a serial killer who likes scalping blondes.

"Don't call me."Max mutters to herself,"I'll call you." She waits until she get's home to open the envelope. She's glad-no one's around to watch her flail like a crazy person. There's a check for fifteen thousand dollars and a ticket to Hawaii. There's also a letter that says to be ready on Friday because they're going shopping for stuff to take on the trip. It's like she's found herself a fairy godmother or something. A girl who has money instead of magic. And hey-bonus, she's super hot. Max touches her lips, remembers how soft Caroline's had felt. It was a darn shame about the boyfriend. She could totally live with having a sugar mama.

**Okay, first order of business, thanks so much to crazyshay77. She gave this chapter polish and made it legible, any mistakes you guys catch are all mine. That said, Max's low self esteem makes me sad :( Hope you guys liked the accidental smooch, props to Vincent for the idea :) I have some cool plans for your other suggestions, so thank you very much for contributing.**


	5. Chapter 5

**Unexpected**

**by:muaaimoi**

Caroline loves shopping. Loves it. It's her go to activity with her friends. She likes drifting through stores, receiving compliments from sale associates, and planning new outfits with her latest haul. It turned out that none of that had ever prepared her for shopping with some one like Max.

"So you hide them in the furniture?" Caroline asked, horrified. Max had been telling her about her usual shopping haunts. Caroline may have physically gagged at the concept of wearing peoples cast offs. Peoples smelly cast offs, at that. But Max had just laughed and said she had a spray that worked 'well enough'. The poor thing. Caroline was so happy that she got to buy her new things.

"Like any savvy thrift shop shopper," Max beamed. "So I could find it when I could afford it."

"But aren't those places supposed to be super cheap?" She couldn't help but ask.

Max snorted,"I feel like you're missing the part where I'm super poor."

Caroline-didn't know what to say to that. She'd never been shopping with someone who couldn't afford whatever they wanted. Even the few girls of lower financial standing she'd hung out with would rather gargle glass than admit it. They liked to pretend they were just as rich as she was, and she was usually magnanimous enough to let them. Caroline had never spent time with someone who seemed almost proud to be so poor.

"What about that dress,"Caroline said, pointing to a deep purple number that would hug Max's curves phenomenally in a bid to distract her.

"It cost more than I make in a year." Max said faintly.

"Is that a no?" Caroline asked, awkwardly. Would Max find her pointing it out like it was no big deal offensive?

Max smirked, "It's more of a hell yeah if you're paying for it."

"The whole trips on me. That means wardrobe included." Caroline assured, relieved, and made a mental note to take Max to a boutique she knew with great smoothies in the dressing room. She was sure Max would get a kick out of it.

After a full day of shopping and some familiar protest from her ankles, Caroline stuffed their purchases into the truck of the car and suggested they should go have dinner. A decision that had a lot more to do with her hunger than the fact that she'd just had the most fun she could ever remember having on a shopping trip, awkwardness and all. She swears.

Max, who she was beginning to understand was a huge fan of free things in general, bit food especially, readily agreed. Despite the impressive amount of snaking she'd managed through out the mall. Caroline had been sure to stop at all the really trendy exclusive spots, where they understood a happy heiress was an heiress that would come back and bring friends. Which meant keeping brunch on hand.

Caroline instructed her driver to take them to the seaside, looking forward to sharing one of her favorite places with Max. She had forgotten why she hadn't frequented the spot for a while.

"Who's hottie Mclurky over there?" Max asked, as they waited to be seated. The place was full to capacity, the divine smell of food wafting invitingly from the kitchens. It was one of the best places for seafood in New York City. You usually had to have reservations set weeks ahead of time. But there were many, many perks to being Caroline Channing, and she liked showing off for Max. About the only down side was Alfredo, the owners son. He always insisted on 'covering her table'. Flirted incessantly, despite the fact that she had a boyfriend and had repeatedly turned him down. He was already speaking to the hostess, inclining his head towards them.

"Creepy ex?" Max tried.

"He wishes." Caroline sniffed, "Just a creep who's been trying to date me for years."

"I see." Max hummed, wrapped a too friendly arm around her waist and whispered, "be cool."

"Max," Caroline began haltingly, "what are you doing?"

"Pretending to be your girlfriend." Max replied."I think it's working."

Caroline looked at Alfredo from the corner of her eye, he was gesturing sharply, he seemed almost panicked. Perhaps he'd finally understand that he didn't stand a chance to date her if he thought she was gay. Caroline relaxed into Max side, giving her 'girlfriend' of the evening a flirty smile."Just as long as we don't have to make out."

Max leered at her,"Last time I checked we already kissed, what's one more for the road?"

Caroline flushed at the reminder. Max's lips were criminally soft. Staring incredulously at the other girl it sort of dawned on her that Max wasn't proud of her poverty, she simply didn't have so much as a passing acquaintance with shame.

"My hero," she muttered sarcastically out of the corner of her mouth.

Max laughed.

x

**Sorry about the wait guys, this is all I've got so far. I seem to have hit a bit of a road block with this fic, but I promise I'm trying to power through!**


	6. Chapter 6

**Unexpected**

**by:muaaimoi**

Hawaii was amazing. Max couldn't think of any other words to describe it. She'd never even thought that jumping on a plane to a tropical island for the weekend was something that could happen in her life. But she had a lot of firsts since she met Caroline. Caroline was amazing. And Max was having trouble remembering that she had a boyfriend. A probably little to no interest in other women.

Their shopping trip had felt remarkably like a date. It probably hadn't helped that she'd gotten to pretend they were together at the restaurant. It put ideas in Max's head. Thoughts like the way Caroline had fit so perfectly at her side. The natural way she just leaned in to Max's space. The perfect spread of her lips when she smiled. Caroline is already so much kinder to her than anyone else has ever been. She doesn't want to mess their fledgling relationship up by trying to make it more than it is.

But it's hard.

Especially in a Caribbean wonderland. Caroline's tan bikini is only a few shades off nude and deeply unfair. She had abs. Max wanted to trace them with her tongue. Instead she sunbathed and ordered fruity drinks with tiny umbrellas. She blames the umbrellas for the lack of judgement that follows. She just couldn't quite believe something that innocent looking could have hard alcohol, even if she should know better. She's had pinacoladas before. Even if it hadn't been on a private beach.

Besides, she totally had that giddy float-y feeling that came from a good buzz. So when Caroline called for her to swim with her from the shore, she doesn't do the smart thing and say no. Instead she forgot that she never learned to swim and abandoned her beach chair. Followed the siren song of Caroline's laughter and smoking hot body.

She was fine at first. Caroline suggested that they go scuba diving, or jet-skiing. Max hummed her agreement, distracted by the way blonde tendrils of hair stuck to her cheeks. The way salt water drops clung to her lashes. She doesn't notice that the currents slowly pulling her deeper into the water. Too deep.

At least, not until a wave catches her off guard and pulls her under.

"Max!" Caroline called.

She could hear her distantly, water clogging her ears as she thrashed frantically. She couldn't breathe. Water rushed into her open mouth. The salt burned her eyes, nose, and throat. She kicked with all she had but she couldn't break the surface. She wasn't sure which direction to go, couldn't tell which way was up anymore. The current dragged her to and fro.

"Max!" Caroline called again, fainter than before.

But everything was faint now, slowly fading away along with the burning in her lungs. She thought she felt something tighten around her middle. But she wasn't sure.

The next thing Max knew her chest hurt. She was coughing up salt water. She blinked fast, trying to get her bearings. It felt like the sun was assaulting her retinas. She had enough time to realize that she was flat on her back before there is a hand pinching her nose and a mouth on hers. Except that it's kissing her all wrong. Sealing their lips together and blowing of all things.

The mouth pulls away, and Max reaches her hand forward automatically to tangle in the persons hair and hold them still. Chases the lips and kisses them properly. Slipping her tongue into the the others mouth when she feels it go slack in surrender. It's nice, for a few heartbeats, it's very nice. And just as a tongue starts to tangle with her own, just as the kissing was getting good, the person she'd been kissing jerks back.

Max opened her eyes, wanting eye contact before she began her protest, and regretted it eminently.

Caroline, she'd been kissing Caroline. And it's like the jolt her brain needed to work properly again. She'd been drowning. Caroline had saved her life. And Max had mistaken mouth to mouth resuscitation for bad kissing skills.

"Sorry," Max chocked out, coughing up some more salt water. How had she missed the burning sensation in her nose and throat? She sounded so hoarse, "Force of habit."

Caroline looked at her, blue eyes wide and concerned despite Max's epic fuck up. She even leaned forward to rub her back, like Max deserved more of her help. She'd already done more than enough, "You sure you're alright?"

Max nodded, deciding to focus on breathing instead of wishing that the ocean had managed to swallow her properly. How could she have frenched her while Caroline attempted to save her life? How did anyone mistake that for kissing? Why had Max?

"Thanks for saving me." Max said, once her breathing eased and it didn't hurt as much to talk. "I forgot I couldn't swim."

"How do you forget something like that?" Caroline demanded.

"I'm bad at decision making when I drink." Max replied.

"You should have told me." Caroline huffed, brushing Max's hair out of her face. Then smiled at her in clear relief that she seemed fine. "We could have gone to the mountains instead. I have a cabin. Snow boarding and skiing are fun too."

"What makes you think I can do any skiing at all?" Max asked, unable to help herself.

"Shush you." Caroline ordered."Let's get our towels and go back to the hotel. I think we've had enough excitement for today."

x

Max paced outside of Caroline's room.

She was stupid. So, so stupid. She was tempted to turn right around and head back to her room. Caroline probably didn't want to be bothered. But Max had already gone and bugged the hotel staff for the ingredients, and all but bullied them out of the kitchen while she made her cupcakes.

As far as 'thank you for saving my life' gifts went, it was fairly pathetic. But Max was pathetic, so the shoe fit. It wasn't like she was rich, she couldn't afford to take Caroline on a shopping spree, or shower her with diamonds. Max could never afford anything Caroline would so much as hesitate to buy herself.

Cupcakes were all she had.

So she gathered her makeshift courage and knocked.

Caroline opened the door, looking as perfect as she always did, "Hey. You feeling better?"

"I'm fine." Max said, possibly too quickly. She thrust the cupcake platter out in offering. "These are a thank you for saving my life."

Caroline beamed at her. The kind of smile that belonged on the cover of a magazine. Max had thought that she was slowly adjusting to the feelings of inadequacy that spending time with Caroline evoked through exposure. She'd thought wrong.

Caroline picked a chocolate cupcake from the platter. The sound she made as she bit into it was going to haunt Max's dreams.

"I didn't know what flavor you'd like so I made a few different ones." Max said, in a bid to distract herself from the noises Caroline was _still_ making.

"You made these?" Caroline asked, surprised.

Max nodded, feeling oddly shy.

"This tastes amazing!" Caroline exclaimed, delighted.

Max knew she didn't deserve it, but she couldn't hold back her own happy smile at the praise.

Caroline was amazing. Max was the idiot that couldn't stop falling in love with her. And she'd thought she could never fall for anyone who had money.

**x**

**Thanks to Robert12774 for the Caroline saving Max idea! And I totally forgot to credit Frozen for the Max and Caroline pretending to be a couple last chapter, so kudos to them for that as well :) Vincent also gets another mention for the 'accidental kiss' bit since I technically used it twice ;)**

**This chapter had no beta, so feel free to point out any mistakes to me, and I'll do my best to fix them. Hope you guys enjoy the chapter. I feel like Max would fall faster for Caroline just because people aren't generally nice to her unless they want into her pants. And splurging and spending time with her the way Caroline does in this story would go a long way towards changing her feelings.**

**Please let me know what you guys think, it really helps motivate me to write for this!**


	7. Chapter 7

Caroline liked Max. It's wasn't something she really thought about. She's never really been one for introspection. She would rather do things than thinking about why she does them.

Which was why she made Max an Ira, bought her a ton of savings bonds, and was now buying a cupcake shop in her name.

Max's hidden talent for baking was a pleasant surprise. Far superior to the inability to swim she'd sprung on Caroline. They had spent the rest of their vacation in the hotels heated indoor swimming pool teaching Max to doggy paddle and Caroline still couldn't quite believe she had fun.

But the thing is, hanging out with Max was always fun.

There was none of the pressure from hanging out with her rich friends, and oddly none of the kissing up she was used to from those of a lower social standing. There was just Max, the girl that demanded cash for saving Caroline's ass. She's not all that sure why she liked that.

Max was just, Max. Inexplicably.

Caroline wanted every good thing in the world for her.

Her own business, her own home, her own revolving shoe rack and highly specialized bath tub. But from what she'd seen of her, Max wouldn't just take her money. It's one thing when they're hanging out and Caroline covers the bills because she's rich, it's another thing when Caroline just tries to hand her money. Max always turns it down.

She'd laughed in her face when Caroline tried to give her a few hundred to get home from the airport and told her that she could take the train just like everyone else and didn't need a limo. For some reason Max seemed to be under the impression that money was something she always had to earn.

It was oddly frustrating, and Caroline knew that they are going to argue a lot over whether or not Caroline can just 'give' Max the place.

But Max lived in a crappy apartment she can't possibly afford on a waitress's salary. And while Caroline has never been to her work place she's fairly certain the neighborhood alone means it's subpar. So she had to try, Max deserved better, and what's more, better is something Caroline can provide. It just made sense, Max should just take what she wanted to give.

But she wouldn't.

Stupid poor people pride.

X

Caroline had been right about the diner. Max's place of employment was unacceptable.

Just stepping into the place made Caroline feel skeevy. The decorations were not only cheap, but also remarkably filthy. And the people did not even bear thinking about. Caroline would have to spend an hour in her tub to even start feeling clean again, and she was so sending her outfit to be dry cleaned within an inch of it's life.

Caroline took a deep breath and gathered her resolve as she stepped inside. She was doing this for Max after all. Let it never be said that Caroline Channing couldn't put her friends first. Spotting the girl in question by the order window, Caroline made a beeline towards Max. Sacrifice was still sacrifice after all, and the less time she spent in the horrible diner the better.

"What are you doing here?" Max questioned, eyebrows raised.

"I have a surprise for you-" Caroline began, only to trail off as she registered a familiar noise coming from the kitchen. Her eyes widened in disbelief as she stared at the order window.

"Caroline?" Max, prompted, "You okay?"

"Are they fucking back there?" Caroline hissed, outraged. That was beyond disgusting. There weren't even words for what that was. Not to mention one hell of a health code violation.

Max just looked behind her and shrugged."They do that sometimes. I bet she expects me to cover her customers too. That bitch."

"I need to get you out of here." Caroline mumbled, shocked and horrified by equal measure.

"What?" Maxed asked, fortunately not having heard her slip. Then Caroline had a brain wave.

"Do you like working here?" She asked Max.

Max made a face at her, "I've had worse waitressing gigs, but you know. Pays the bills, some of them anyway. We can't all be rich heiresses."

"Well I recently bought this cupcake place. I need some workers, and nepotism is a wonderful thing."

"So you'll hire me? Just like that? No work history or whatever?" Max frowned, "That doesn't seem like you."

"Well I've had your cupcakes," Caroline hedged, wondering briefly when Max had taken notice of her perfectionist tendencies."I'll pay you two wages if you make the cupcakes as well. The usual for a backer plus minimum wage for a cashier."

"That sounds amazing." Max said, chewing on her lip, "Okay. What's the catch?"

Caroline smirked, "You have to quit this place and never come back."

Max grinned, "No really. What's the catch?"

Caroline beamed back. She would use the excess funds the shop generated to renovate the upstairs rooms of the building and turn it into a decent apartment. Then she could hand Max both a successful business and some decent real estate in one fell swoop. Caroline loved efficiency.

Then a scruffy looking fry cook who had no doubt just been having sex with the other waitress popped his head out of the order window, leered at her and said, "Hey Max, who's your friend?"

X

**Ah Oleg, sorry guys I've got major roadblock with this fic and this was all I could squeeze out**


	8. Chapter 8

Max was actually looking forward to her birthday for the first time that she could remember. Really looking forward to it. No fear of her mother forgetting hovering at the back of her mind. No concerns on wether or not she should tell people, or just buckle down and buy herself cake like she did every year.

No, this time she was spending her birthday with Caroline.

And Max didn't have to worry about Caroline forgetting it was a special day because she didn't know it was Max's birthday. She would have a blast with Caroline, like she always did, and she would let her stupid brain fantasize all it wanted as a birthday present to herself. She might even manage to convince the other girl to have cake with her for dessert. Yes, Max was aware it was pathetic, but who cared?

She was long past the point of no return.

Caroline asked her to hangout together. She called Max and they traded texts throughout the day. She seemed to actually care about how Max was doing sometimes, and the novelty of it hadn't come close to wearing off. She was the first person Max had thought to send the video of that smoking baby to. That was about equal to sending someone flowers just because in Max's very broke world.

She was head over heels and she'd come to accept that. It was hardly the first time she'd fallen for someone out of her stratosphere. She was just used to them being famous people she'd never met, like Angelina Jolie. It was a lot harder to get over it when you were in touching distance of perfection. But Max kept it to herself because she wasn't about to fuck up their relationship.

Caroline made her happy. Max's cheeks hurt from all the extra smiling for no reason she did now, and she'd catch herself even being nice to Oleg, or Han.

Besides, Caroline was straight. Hell, they'd met when Max had helped her bag her man. That was probably half the reason Caroline liked her so much, she associated Max with things like victory over splotchy redheads, and getting out of diaper duty. It's not like she'd ever stood a chance anyway.

So she stuck with what they had. Friendship was good, friendship was great, even. Caroline was probably Max's best friend in the world. Sure Caroline probably had an equally rich and blonde friend stashed somewhere who was her biff instead, but fuck. The only other people in her life who came close were Earl and Johnny.

And on days that were supposed to be special, days like christmas, or birthdays, they always had other places to be and other people to see. Max had come to hate special days over the years-they just made her feel lonely.

But this year-this year she had Caroline. So Max was actually looking forward to it for once.

X

"I have a surprise for you!" Caroline declares when she picks her up, apparently not feeling in the mood for things like greetings. Max can only blink in shock, what are the chances, after all, that Caroline would chose to surprise her on her birthday? For a moment she considers being suspicious, maybe she'd glanced at Max's passport and noticed the day was coming up soon.

Then Max remembers herself, she still wasn't all that sure why Caroline showed her the attention she did-but her life was not a fairy tale. She wasn't getting whisked away to a pricy hotel for some passionate sapphic sex, no matter how much she wanted that to be the case.

"Should I close my eyes?" Max asked instead, making a show of looking around Caroline's stupidly expensive sports car.

"Do you really think I'd give you something small enough to fit in here?" Caroline sniffed, like the rich snob she was at heart, "Please. Give me some credit."

"Are you kidnapping me for another tropical vacation?" Max was pretty sure the sight of Caroline in a swimsuit again would be more than enough of a birthday present."Am I going to need my passport for this?"

"Nope," Caroline said, sparing a moment shoot her a devilish grin as she drove, "Just a pen."

"A pen." Max said dubiously, "Is it going to be some incredibly expensive, technologically advanced, ruby rimmed pen?"

"Any pen." Caroline said, "you just have to sign on a dotted line and it's all yours."

"Please tell me you're not giving me a car." Max said, horrified, seized with the sudden vision of a stolen rims and shattered windows. "Do you know what would happen to a nice car in my neighborhood?"

"I'm not giving you a car," Caroline said with a laugh. "Although remind me to never take a car if I ever visit you."

"Then what do I have to sign?" Max asked, huffing.

"We're here!" Caroline said, parking the car. She reached into her purse and pulled out a clip board. There was a sheer of blank paper over most of it, covering up all the text except for the dotted line Caroline had alluded to. She then handed her a pen.

"Is this Bic?" Max couldn't believe she recognized, let alone used, the same pen brand as the rich girl in front of her.

"I got one from my driver once I realized you'd probably blot the document if I offered you a fountain pen." Caroline said, she sounded proud of herself.

Max couldn't help but snort. She'd never understood how old-timey things were all the rage among rich people, you'd think they'd want the technologically advanced shit, but no. They wanted to rite with messy pens that cost more than half the shoes in her closet. Granted-it wasn't like she had many shoes. But still, the point stood.

Max sighed, took the pen and signed, "Can I see it now?"

"Max!" Caroline hissed, scandalized. "That wasn't supposed to work! Don't you know you have to read an entire contract before you sign anything! You didn't even have a lawyer take a look at-what is wrong with you?"

Max laughed, tickled pink by the flush of Caroline's cheeks, she really was outraged on her behalf. "It's not like you'd want to trick me into signing over my money. And now I'm curious, what was your plan b?"

"I was going to bribe you." Caroline admitted, then shook her head. "Not that it matters now."

She smiled suddenly, that sunny beam that never failed to make Max's heart stutter for a bit, "Just come on. I have something for you."

Max found herself standing in front of a building covered in tarp. She snorted, "I've heard of over wrapping, but don't you think covering the building up is a bit much?"

"Not when the buildings the present." Caroline announced with a grin, tugging at the tarp so that it fell and uncovered a sign that said 'Max's Homemade Cupcakes'. "Happy Birthday Max!"

**x**

**Short again, I know but I promised myself I'd post again before November since im doing Nanowrimo and focusing on my original stuff. Thank to pgsca who can be credited with the existance of this chapter and the renewed faith in myself to finish this story!**


	9. Chapter 9

"You named a shop after me and my cupcakes!" Max exclaimed. Her excitement was palpable."This is where I get to work, right? Oh my god! Everyone's going to think I'm the owner when I'm here. I bet they won't even think to ask for the real manager! Ha!"

Caroline was feeling mischievous. Her cheeks hurt from grinning at the way Max was bouncing. But mostly she was enjoying how happy Max seemed, eyes brighter than Caroline had ever seen them before. Bewitchingly blue. Caroline hadn't even disclosed the true extent of her gift just yet. Because Max clearly hadn't figured out the entire business was all for her. She had a new bank account just for the business and everything.

And now that it seemed Max had decided it was just her name on the place...Well Caroline didn't feel like enlightening her at the moment. Not when she could clearly picture how blown away Max would be at the sight of of her first bank statement.

She would probably call Caroline claiming there had been some mistake. She could picture it so clearly that she impulsively decided to hold her tongue. It would be more fun for Max to find out about it that way, and she already seemed to think that having a Cupcake shop named after her was gift enough.

"So are we gonna go inside or what?" Caroline teased.

"What are you waiting for woman?" Max demanded, grabbing Caroline's arm and boldly dragging her towards the door. It was a moment's work to fish out the key and open the door. Caroline tried not to feel too much like Vanna White while showcasing the tables and counters. It was totally worth it once they stepped into the kitchen though.

Max squealed when she saw the ovens.

Then she spent a solid fifteen minutes trying to deny it ever happened.

Caroline ended up helping her bake a cake, although Max refused any Birthday candles or streamers.

It tasted amazing. Like every the physical embodiment of the sweet, warm feeling in her chest.

x

As much as Caroline would have preferred to be there for all the hiring and menu decisions, at the end of the day, she had her own job. So she left the bulk of the work to Max, which seemed to work, as the shop was up and running for opening day in a week.

Or so she thought. Then she met Bebe.

Earl, the elderly cashier that seemed rather familiar for some reason, was bad enough. But Bebe couldn't seem to get through one conversation with Caroline without bursting into tears. She didn't know why on earth Max had hired her for a job in customer service.

So it seemed only natural to step up.

Caroline took her lunch breaks in the shop now, supervising the staff in the kitchens and making sure everything was running smoothly. It was very kind of her, actually. So she was understandably surprised when she came in from the back and Max threw a dish towel at her.

"I quit." Max scowled.

"What?" Caroline squawked.

"I signed up to make cupcakes not live under your reign of tyranny." Max said,crossing her arms.

"I'm not a tyrant!" Caroline said, offended.

Sure, she was always telling Max and the rest of the staff what to do. But she wouldn't have to if they just listened properly the first time. Or were more proactive about doing what she wanted them to do. So then she wouldn't have to figure out how to step in throughout the day and make sure they were all following orders. Sensible orders that she had...She had been ordering them about quite a bit, now that she thought about it. Worse than she worked her own interns, actually.

That was unprecedented.

"I know Bebe is something of a crybaby, but I'm worried she's going to stick her head in the over if she finds you back here again." Max said. "You make the word micromanaging terrifying."

"So I may have been a total diva lately." Caroline was forced to admit, "I'm sorry. I didn't mean to. I just really want this place to do well."

She really, really did. Which was kind of strange, when she thought about it. Caroline had always been painfully aware of her own selfish nature, of how much she had always hated to share, and the self centered way she lived her life. And here she was, wasting valuable office time to make sure Max's Homemade Cupcakes was a huge success. She wondered what it was about Max that brought out such a different side of her. This warm caring person she couldn't even bring herself to be around William, her own boyfriend.

It was also weird how much she liked it, but she did. She loved the person she was when she was with Max.

"I promise to back off." Caroline offered, slightly bashful under the other girls considering gaze.

Max shrugged, arms falling back to her sides. "It's your place anyway. It's not like you're gonna get fired."

The reminder that Max wouldn't be aware of just who owned the place until she got her first statement from the bank perked Caroline right back up again.

She beamed, "I'll let you do your thing. I'll just sit outside and stick to looking pretty."

Max's answering smile was luminescent.

x

She kept waiting for Max to call her and freak out about her first bank statement. But the month passed and it didn't happen. It occurred to her that maybe Max might be one of those people that waited until their mailbox was overflowing before checking it. Caroline had never understood those people, which was a point in her theories favor because she swore, hand to heart, that she would never understand Max.

No matter how much she loved her. She had never had a best friend like Max before, and she had to say, she was loving the experience.

Caroline's life seemed to be going perfectly. She had to admit though, it usually did. She was a planner, and she'd been blessed to be born into a family with an amazing amount of resources. Things usually went according to plan.

She had everything she'd ever wanted.

Dream boyfriend, dream job, dream house. Unexpected, but totally dream worthy best friend. She honestly felt like she could take on the world. Like there was nothing she couldn't do. Nothing she couldn't handle.

Until her dad got arrested.

**x**

**So It's been a long time and I'm sort of back? I'll try to finish this before I start school and free time becomes a myth. My goal for the rest of the summer is to try to finish up as many stories as possible. All encouragement and commentary appreciated.**


	10. Chapter 10

The thing is; Max is used to everything going to hell. In her experience joy has always been fleeting, and catching site of Martin Channing getting arrested on a TV screen on a store front is the ultimate proof of this. Nothing good ever lasts. It's a truth to her existence.

It's something she learned sometime back when she was five and her Mother broke up with the one boyfriend who had ever been nice to Max. A guy that had remembered she existed long enough to offer candy and occasionally, when she was lucky, money. Losing Caroline feels nothing like that, then, soul crushing disappointment. It's worse, so, so much worse. But Max couldn't think about that now. Not if she ever planned to function. It's just another thing to be in denial about. Like the fact that her life sucks and that no one will ever love her.

She just doesn't know what happens now.

Whether the store will be sold to someone else, shut down and auctioned off, or if whoever buys the place will fire her. But she's okay with that. It's morbid, but as far as she's concerned, she's had a pretty good run. She had a job she sort of loved, got to hire people she liked, and spent time with a woman who she may have, sort of, kind of, been in love with.

But that was before.

When Caroline owned the cupcake shop she'd named after Max and had enough pity to waste her time with some poor Brooklyn waitress. Well, baker at the moment, but who knew exactly how much longer that would last.

From what Max has seen since she googled Martin Channing's arrest, Caroline was going to need all the pity she had all for herself. Max couldn't blame her. She imagined that suddenly finding herself poor would be the worst thing that had ever happened to Caroline.

Even with a ton of equally wealthy friends to fall back on. Not having any money is horrible, Max knows from experience. Plus there was a huge difference between having rich friends and being rich, something she'd figured out thanks to Caroline.

The last thing she needed was Max calling her up to ask what would happen to the cupcake shop. Even if that was only a manufactured reason for Max to call her and see how she was doing with her life going to hell. Hear her voice and know for herself that Caroline really was fine. That she had some rich best friend who was bailing her out of all the legal stuff. That her high society boyfriend was taking care of her in a mansion somewhere and keeping her in the fashion in which she had been accustomed.

So Max wouldn't call.

It was stupid that she wanted to so badly anyway. Why would Caroline even bother picking up? She had bigger concerns than her Brooklyn pity case. She was sure someone from like the government or something would show up soon enough, to let her know exactly what would happen to the best place she'd ever worked at. She couldn't believe she had the nerve to feel sorry for herself when one of the best people she had ever known was going through something so awful.

It wasn't just suddenly loosing all her cash. Huge, life crushing, awful thing that that was, it was also that her Dad was in jail.

Max had never had a dad, but Caroline seemed to really love hers. She talked about how awesome he was all the time, there was always so much pride in her voice when she told Max about all the things they had done together. She was sure that Caroline loved the guy enough to be genuinely upset that the guy was behind bars.

She shouldn't call.

Max had nothing to offer her. The only significant amount of money she had ever had had been because of Caroline. She'd probably find it insulting that Max wanted to give it all back, or at least, what she could. She'd be horrified by the very thought of staying in Max's neighborhood, as if she'd actually need the poor housing that was all Max could offer.

It was stupid. So fucking stupid. Max wasn't worth anything, there was nothing she could do to help Caroline. She was perfectly aware that Caroline would find any pity from her charity case humiliating. Plus it wasn't like she could explain that it wasn't pity in the least. That Max cared desperately, that her feelings towards the other girl went deeper than she had ever hinted at. That Max was pretty sure she was in crazy romance movie love with her because she was an idiot who hadn't been able to not fall in love with Caroline's perfect everything.

That none of that had changed just because Caroline was poor now.

That everything Max had might be something Caroline considered a pittance, but Max would gladly offer it all anyway.

It was pathetic, but it was true. There was nothing Max wanted more int hat moment than to be with Caroline, to do whatever she could to help. Even if it wasn't very much at all.

Max had been fiddling with her phone since she'd heard the news. She'd thought about texting, because that might not be so bad, right? They were, even if only in the loosest terms of the words, friends. Caroline was going through a crisis right now. Friends could offer support. She could shoot off a text asking if there was anything she could do. And then drive herself crazy waiting to see if she ever got a text back. Dismissive as it might be.

No, calling was better. Even if Caroline didn't pick up, Max could delude herself into thinking that maybe she'd just called at a bad time and try again later.

Quickly, before her nerves gave out or she could talk herself out of it, Max dialed.

She swears her knees actually felt weak with relief when Caroline answered.

"Max?"

**x**

**So next up is Caroline's perspective on everything. You're all dying to know, I'm sure. Please leave me your thoughts on this chapter and any hopes you guys have on what'll happen. Who knows, if it's good I'll be able to incorporate it and it'll help me write faster :) **


	11. Chapter 11

Caroline has never felt this alone.

Not when her mother left. Not when she was declared too old for a nanny and she never saw the woman who practically raised her again. Not when she watched the footage of her father being dragged away in handcuffs.

No one will pick up their phones. Not William, her so called boyfriend. Not her college friends. Not even her family.

None of her neighbors will answer the door when she knocks, and not one person she has called a friend in the last twenty four years of her life has shown up with any offers of assistance. Not even her interns will answer her text messages, and that might be the biggest insult of all.

This is honestly the biggest low in her life. Nothing worse has ever happened to her, and frankly speaking nothing worse ever will. She's never going to have so much money, or status, or even reputation to lose ever again.

She's never been worthless before. The thought makes her stomach roll, but she's already been sick a few times since this shit storm started, and there is nothing left for her stomach to eject. There are officers posted at the door to her room in case there's some secret money stash she could access. And Caroline wishes that she had had any clue to what her father was really doing, so she would have had a stash. Not a cash one in her apartment which the police would obviously search. But a big one in a Swiss bank. Safe from the feds.

Instead she has instructions to pack one suit case and a mockingly silent phone.

She tries to pack the one suitcase she's allowed strategically, but her brain refuses to work. Her hands automatically find her bikinis and shades as if she's packing for yet another vacation and not everything she needs to survive the streets. But honestly speaking she has absolutely no idea what that would be. She considers calling Max for a moment, Max, with her endless tales of growing up on the poverty line would know what to do.

But she can't stand the thought of another unanswered phone call.

She-she doesn't know where to go from here. Where she will sleep, where she'll end up. Her mind is a storm of endless horrors. Kidnapped into the white slave trade, hooked on drugs so some bastard can pimp her out. Doing the smart thing and maybe slitting her wrists now so she can at least die somewhere respectable.

The last thought lingers longer than it should. Swirls slowly through her mind like a generous sip of vintage wine and Caroline finds herself fingering her wrists. But-

She is Caroline Channing. That may mean nothing now, but it is all she has left. Her pride, her sense of self. The conviction that she will always come out ahead no matter what the world throws at her. She can't let them take that away from her too.

Caroline forcefully ignored her moment of weakness and tried to rally her thoughts. She needed to figure out what to put in her lone suitcase. She needed to figure out a way to fend for herself. She needed to think and her phone ringing was not helping.

Caroline froze, thought penetrating past the sudden pounding of her heart.

Her phone was ringing, her phone, the one that hadn't reported so much as a text message all day, was ringing. Caroline stared at it's place on the bed where it was innocently playing Max's ringtone. Then she lunged.

"Max?" Caroline said, almost breathless with disbelief.

"Hi, um hey," Max began, a nervous stutter to her words Caroline had never heard before."I uh, I saw that your dad's in jail and that you're poor now."

Caroline blinked, "Yes. Today has been the worst day of my life."

"That sucks." Max said with feeling, and Caroline found herself startled into laughter. She couldn't believe she was laughing. She'd just thought about killing herself and here she was, _laughing_. Sure she sounded hysterical, her eyes burned like she wanted to sob instead, but Caroline was all cried out now.

When she first heard, she'd cried until her head hurt, sobbed until her body was sore from it, until the tears ran dry. It hadn't helped. Crying never did, Caroline had learned that lesson early in life when it hadn't brought her mother back.

"It does." Caroline agreed, once she gotten herself back under control.

"Was this a bad time to call?" Max asked tentatively.

"You couldn't have picked a better one." Caroline told her sincerely.

"So um, you staying with the boyfriend?" Max had never sounded so hesitant with her before, but the thought of William made her clench her eyes and take a deep breath before she broke something.

"I'm on my own." Caroline said shortly, it hurt to admit but- "Now that I'm poor no one will even take my calls."

"What?" Max barked, she sounded completely outraged on her behalf. It made her smile, Max truly was the best friend Carolibe had ever had.

"Okay-alright." Max muttered, Caroline could practically see her clutching at her curls the way she did when she was upset but trying to calm down."I've still got like ten G's from before. Do you need it in cash? Do you still even have a bank account, or did they take the whole thing?"

"Are you trying to give me back the money I gave you?" Caroline asked, baffled.

"Look I never had anything before you. I don't have much left from the money you gave me but it was yours first anyway, okay? We'll pretend it was a loan and you can crash here with me and we'll call whatever else I owed you rent. Deal?"

"You'll really let me stay with you?" It sounded too good to be true.

"Of course!" Max said, as if it was a forgone conclusion, as if Caroline wasn't completely bowled over that Max would do so much for her when her own family wouldn't. "I mean I don't know how much longer it'll be before the police show up to take the bakery, but until they do I'll try to hide as much of the money as I can for you. As far as I'm concerned it's still yours."

This time, when the laughter came, it was pure hilarity. She couldn't believe she forgot all about that."Don't you ever check your mail? Haven't you been getting some interesting bank statements?"

Max snorted, "Look no matter what I do there's always too many bills. Why in the hell would I open any of the envelopes that I don't recognize? That's like inviting more in. Wait are you trying to tell me the government is going to mail me about this since I'm your manager. No government goons in suits?"

Caroline laughed so hard her stomach hurt, "No dummy, I'm trying to tell you that you own the Bakery. I put everything under your name. That was your real birthday present, not putting your name on the sign."

"I have a Bakery? I have my Bakery? Holy shit!" Max sounded stupefied.

"Yup." Caroline affirmed with a giggle.

Max was like magic, one phone call and suddenly everything was bearable. Caroline was laughing when it had been a sound she'd been so sure she'd never make again. She had somewhere to go, someone to got to. Someone who's shoulder she could cry on when her body managed to produce tears again. Someone who truly cared about her, not just the heiress, Caroline Channing, but her. Just Caroline, poor as she was now.

If there was any highlight to loosing everything, it was knowing who she could trust. She was so, so glad she had Max.

It seemed the one call she hadn't made was the only one that mattered, speaking of which, "They're only letting me leave with one suitcase. What do I pack since I'm poor now?"

There was a moment of silence.

"Give me like an hour, I'll be right there." Max promised.

Forty-five minutes later she showed up with the biggest suitcase Caroline had ever seen.

**x**

**So one last chapter, I'm not usually good at slow build romances, but I think I did okay in this one. Next chapters last, so you guys know what that means.**


	12. Chapter 12

Living with Caroline is easy.

Which is baffling, because Caroline is not an easy person to live with. She is demanding, entitled, and entirely too close for comfort. But Max is happy anyway. She's shoveling horse shit with a smile on her face, okay? Sure at first it was from sheer relief, but it had been months now and the smile still hadn't gone away. Getting to keep Caroline was something Max was still trying to wrap her head around. But now, waking up to her face first thing in the morning? It's better than a hit of cocaine.

Max would know. She can't think of a drug she hasn't tried.

It's not like they couldn't afford a bed, or a better place. They are business owners, after all. It may be Max's name on everything, but she still thinks of it all as Caroline's. Especially because Caroline is the one who makes sure all the bills are paid on time and that their savings account actually exists. She's in charge of their advertisement, the books, and literally everything else their bakery needs aside from the food.

The food is all Max. Caroline has even enrolled her in school for it, so that she can learn to make even more things. She wakes up to make breakfast for Caroline and herself everyday, goes to a job she actually enjoys. Goes to class three times a week, which she doesn't hate, and falls asleep cuddling with the girl of her dreams.

It's-it's more than Max had ever dared to hope for.

So what if Caroline is straight. She's more of a girlfriend to Max than many of her actual girlfriends have been. There is a criminally sad lack of sex. But if Max knows anything at all, it's that sex has fuck all to do with an actual relationship. Caroline loves her cooking, laughs at her jokes, and has yet to pull away when Max leans into her space. It's more than she's ever had before, especially from someone she doesn't spend any significant amount of time going down on.

Asking for more is just stupid. Especially because Max knows it won't last. It's just a matter of time before Caroline realizes that being poor doesn't mean there aren't more men lining up to sleep with her than she would know what to do with. She should enjoy it while she can. Relish Caroline fluttering lashes first thing in the morning, and the way her eyes light up when Max presents her with a new pastry to put on their menu. The way time seems to stop when she smiles at Max sometimes, and the way Max has caught her eyeing her cleavage once or twice.

Even if that last bit is driving her insane. Max's rack is legendary. Girls gawk at her chest just as much as men do, regardless of whether or not they're interested in women. People just like boobs, it's been the one thing she's had going for her since seventh grade. She knows, logically, that it's not an actual sign of interest.

It fucks with her head anyway. Because it makes her think that Caroline might not just be checking out her chest sometimes. It makes her think that maybe Caroline's eyes fall to her lips, her hands, and even her neck, a time or two. That her eyes go dark, or hazy with want, when Max knows, she knows it's just wishful thinking on her part. Sometimes, when she's particularly horny and weak, Max closes her eyes in the shower and lets herself think about all the straight girls she has slept with. They way Max has learned to be gentle with first timers, how she's so sure she could make it good for Caroline. Make it so that it's not just an experiment, not just a one time thing. So that it's something Caroline wants when they're in bed late at night and Max pulls her close.

It's-it's so stupid of her. Outright selfish in a way Max hand't even known she could be.

It's one thing to know that nothing good ever lasts, but it's another to be so sure she's going to be the one to fuck it all up. Because Caroline is everywhere. She's all in Max's space, she can't even want other people when Caroline is there to outshine them in every conceivable way. Max hasn't had sex in two months, the longest she'd ever gone without since having her cherry popped. But she doesn't want to make a pass at the other girl. She has no idea how Caroline doesn't seem aware of how much Max wants her when it's not like Max has ever managed to be subtle. But she doesn't want to be the one to break what they have now. Doesn't want to be the one who makes everything awkward with her stupid feelings.

And she's sure, hand to heart, that having Caroline in her bed like she does on a regular basis is going to be what breaks her.

So she gathers her strength, what little of it remains after two months of rigid self control, and mentions, as nonchalantly as she knows how, "We should probably get you your own bed."

"Hm," Caroline looks up from where she's tugging the covers back. Something she only has to bother with because she insists on making the bed to begin with. "I was thinking of splurging on a new mattress and some better sheets, actually."

"Go for it." Max encourages woodenly,"We can get a Murphy bed or something."

"Not for me." Caroline says, rolling her eyes. "For us. Study's show that sleep is crucial for learning, and we need you to focus in class if we want to open up a second location sooner rather than later."

"Why not get us both new stuff then? Don't you miss sleeping alone?" Max offers desperately. Mechanically making her way under the covers.

"Nope." Caroline says, burrowing happily into her side of the bed. Tortuously close, "When I first saw your room I'd thought for sure I wouldn't be able to sleep at all in these conditions, but it turned out to be really comfortable, even with the holes in the comforter."

Caroline cuddled closer, "Why? I thought you didn't mind sharing."

"I don't." Max said, arm snaking around Caroline's waist without her permission. That was the problem. A problem Caroline aggravated by turning her head so that her lips where in kissing distance. Max dragged her eyes from Caroline's mouth to her dazzling blue eyes.

"I'm sorry if I'm reading this wrong," Caroline said, and then she kissed Max.

Max melted into the kiss, lips parting as Caroline grew brave slipped her tongue into her mouth. It was better than she'd ever imagined. Sweeter than she'd ever hoped for. When Caroline started to pull back Max chased her lips. Leaving a series of ardent closed mouth kisses before she could bring herself to open her eyes and stop. She still couldn't believe Caroline had been the one to start this.

"You kissed me." Max, murmured, breathless.

"I did." Caroline acknowledged, pupils blown and breathing hard. "It's never been like that before."

"It's never been with me before." Max said cupping her cheek softly. She would make this so good for Caroline. Too good for her to ever regret it. She leaned in with every intention of blowing Caroline's mind with the many joys of lesbian sex, when Caroline's hand on her shoulder stopped her.

Max blinked at her, confused, "Isn't this the part where we have sex."

She felt the shudder that wracked Caroline's body at her words at the tips of her fingers, but the former heiress shook her head."This is the part where we talk about it and then have sex."

"Are you sure about that?" Max asked with her best bedroom voice.

She could hear Caroline's breath stutter, but Caroline's head was tilted in that stubborn way that usually got them deals on supply shipments so Max gave in with ill grace. She didn't want to talk about it. She wanted to savor it, to enjoy being with Caroline before having to face that it was a one time thing and that she was going to have to deal with having her so close having truly had her only once. "Ok. Let's talk."

"I think I'm in love with you." Caroline said, hand coming up to clasp the hand Max still held to her cheek. Smiling sweetly as if she hadn't just shattered the entirety of Max's world view with seven words. It was hardly the first time she'd done it, but knowing that didn't really help Max cope.

"I-I." Max tried valiantly, brain trying desperately to reboot, "that."

It was hardly the most heartfelt declaration, but that didn't seem to bother Caroline who's smile had gone smug, "I thought so."

Caroline kissed her again, a short and sweet peck, turning Max's brain into further mush."I couldn't figure out why you would help me the way you did. I couldn't figure out how having you here with me made everything that happened...not okay, but bearable. I could breathe when you were with me. And smile, and move on with my life. It's stupid, it was so obvious in retrospect. But it wasn't until I saw that Deek guy from your pastry class giving you heart eyes that it dawned on me. I wanted to slam his head in the oven door for looking at you like you were amazing. Even though you are, because I'm the only one who can look at you like that. Then I thought about it, about how I didn't even think about getting a bed of my own because it would mean I would have to stop sharing with you. Or an apartment with more than one room. I just-I didn't want to give up a second of the time we spend together and I knew. I had to love you. And you just-you let me. You let me stay-you never push me away, you make me breakfast, and walk Chestnut. I thought-I thought maybe you might love me too."

"I do." Max croaked out past the knife in her throat. Truly, madly, passionately, "I really do."

"Good." Caroline said, gracing her lips with another peck.

"This is the part where we have sex, right?" Max asked, just to be sure.

Caroline grinned,"Right."

This time, Max kissed her.

**x**

**Ok, so happiness is your OTP making out at the end of a fic right? Don't tell me if I'm wrong. I'm happy living a lie. I want to thank you guys so much for sticking this story out with me. For giving me reviews to reread for inspiration and all of the support I needed to see this through to the end. I really, truly want to thank all of you guys for reading this. I wish I could just start a new one right off the bat, but that's just not possible at the moment.**

**Long story short I do have other Maxoline stories running, but they're mostly one shots. Between school and work I find it very hard to write. There's just no time, so I don't want to commit to another multichapter story and leave you guys waiting for moths or years at a time. I feel bad enough about doing just that for my other fandoms, but I am making a genuine attempt to be better.**


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